When Death to Either Shall Come
by Saku
Summary: At the advice of his first believer-and his own conscience- Jack Frost tries to reconcile with the Nightmare King; but Pitch is MIA. While children are succumbing to depression and insomnia, the Guardians are in over their heads against a cruel new team of enemies, and Jack soon finds himself stripped of his power and left at the mercy of a bitter former-enemy... ((Pitch x Jack))
1. Chapter 1

_"Bring me the Guardians."_

"…How?"

_"Use your talents to make them irrelevant. Then bring their broken spirits to me. They've avoided their fate for far too long now." _

* * *

~Theme song to opening: "Question" – Meet Joe Black Soundtrack~

**Burgess**

The sun was just peeking over the local school, whose shadow cast a lovely blue glow over the yard and the children lucky enough to be the first to dive into the untouched snow. The children horsing around in the snow didn't see the figure of living smoke behind them on the opposite side of the fence.

Nor did they see or feel the stab of the equally ethereal, two-foot-long, smoking spikes he embedded in their backs a moment later.

What they did feel was an immediate sinking in their stomachs as the otherworldly objects drained them of all positive emotions.

Had the children been dropped off a few minutes later they might have escaped their fate. Their attacker was easily bored after all and would have moved on if he hadn't heard that loathsome chorus of laughter that could only have come from children enjoying themselves.

As it happened, all laughter, play, and general enjoyment dissipated within the group affected by the smoking spikes. Some of the children sat down in the fresh snow, a blank expression on their otherwise youthful faces; Their hearts and minds heavy with negative thoughts and a creeping numbness that stole away their will to play…

"Having fun yet, kiddies?" Indifferent bronze eyes observed them through the fence. A moment later the figure disappeared like smoke in the wind.

* * *

~Theme Song: "Everywhere Freesia" – Meet Joe Black soundtrack~

It was a frosty breeze that caused most of the early morning havoc in the town of Burgess. A man dropped his keys in the snow and he tried in vain to hold onto his business papers as the wind swirled around him playfully. Another man clung to his mailbox to prevent slipping on the black ice that suddenly appeared at the end of his driveway. A middle-aged woman hugged her winter jacket tight to her chest as her dog dove through the snow on the unplowed sidewalk.

Children in hefty snowsuits couldn't wait to jump in the giant snow banks and make angels and snowmen out of the fluffy winter magic while they waited outside for their parents to take them to school. Laughter mingled with snow crystals and sounds of traffic in the crisp morning air.

Carried by the wind and energized by the season, the playful spirit responsible for the much of the buzzing commotion on the ground whooped as he launched himself from rooftop, to car, to lamppost on nimble bare feet. Jack Frost was immune to the cold that the adults were not so fond of, which made his job so much more fun. At least the kids liked the aftermath of his overnight snowstorm. That always made it worth the effort. Seeing the kids brighten at the sight of so much new snow gave Jack an unquenchable joy like no other.

He had put an awful lot of effort into making that storm a big one. _Hey, I might have beaten the record this year_! He reminded himself.

Being the instigating imp that he was, Jack searched the immediate area for a freshly shoveled pathway to sabotage. It didn't take long for an old man with a bright red shovel to catch his eye. Calling the wind up beneath him, the fun seeker touched down onto the man's rooftop. The spirit's pale feet sunk into the think layer of fresh snow with a crunch. He surveyed the man's newly cleaned off path leading from the door of the house to the driveway and then waited until the man gave his handiwork one last satisfied nod before tapping the butt of his magic staff against the crust of the overhanging snowdrift.

FWUMP.

"NO!"

Though his laughter fell on deaf ears, Jack hopped down beside the man who had thrown his shovel into the snow bank in frustration. The avalanche of snow had been the perfect amount to fill in the pathway. "Don't worry pops, the neighborhood kids could use some spending money." He assured him before flying off again.

Swirls of frost cascaded across windows and walls as the frost spirit dragged his staff along everything he touched. With the wind at his back, Jack dove through traffic like a spirited dolphin through schools of fish, dodging delivery trucks and minivans full of yawning families. He left behind a trail of ice and parked car alarms as he touched down haphazardly here and there.

Pigeons fluttered from their shelters as every crevice and shingle untouched by snow frosted over as Jack passed. Jack yelled out to the colourful birds as he raced them for a time in the morning sunlight. "Whoo!"

He called upon the friendly breeze to give the frightened birds a boost before his feet touched down on the familiar house of his first believer.

Jack pulled his blue hood up over his mess of alabaster hair and settled down in the snow of the roof to wait for the boy to come out with his mother. It was the same routine every weekday during the winter, Jack would wait outside Jamie Bennett's house for the boy to come out. And just like yesterday and the day before, the eleven year old stumbled out on to the front steps, breath steaming in the cold air, his bright brown eyes searching for his friend's silhouette against the snow. A trickle of fresh snow landed on Jamie's hat and the boy looked straight up just in time to catch a fluffy snowball in the nose. "Hey!" he laughed, wiping the snow out of his eyes and blowing it out his nostrils. Jack didn't have to lace that snowball with magic, for Jamie was already thrilled to see his formerly-invisible friend every morning.

Jack chuckled and hopped down to meet the small brunette at the bottom of the steps. "Still going to school today?"

"Yeah." Jamie sulked a little. Jamie's mother came out and fumbled with the keys in the door. As soon as it was locked she must have remembered something because a groan escaped her lips and she unlocked it once more and disappeared inside.

"I think a little more snow and she would have let me stay home." The brunette whispered while she was gone. Jack laughed, "You're kidding, right? You know how hard it was to get this much snow on the ground in time for you to get up?"

Jamie brightened at the news, "You did this for me?"

Jack pulled his hood down and rubbed his head, "Well, not entirely..." He lied.

Jamie's mom returned, locking the door and shuffling through the snow to the car. "Comon Jamie, we're very laaaate." She sang to her son, choosing the wrong key for the second time.

It occurred to the frost spirit to help the kid out a bit. A thin coat of frost solidified the parent's car door to its frame with a touch of his hand. Jamie giggled as his mother tugged at the handle. "James, it's not funny. Go on your side and try to open it." She instructed tugging and tugging.

Jack smirked as Jamie opened his side door. "Your mom would _like_ to get into the car, wouldn't she?" he joked. Jamie had to hide his giant smile as his mother knocked on the window and indicated he should try to open her door from the inside. "I think we better let her in, this time." The boy caved. "I promised my friend I'd help him with his school work today." His mother gave him an impatient look, oblivious to his conversation with the Spirit of Fun.

"Your call, kiddo." Jack released his hold on the ice and the door popped open.

The parental started the car, and turned on the heat, rubbing her cold hands together. "Ugh! Finally! Okay _now_ we're late."

"Have fun at school," Jack waved as the Bennetts backed out the driveway. There was still a mountain of snow on the roof of the car. It blew off in wisps as they headed out onto the street. Jamie waved back, a big smile still frozen on his face.

* * *

"What do you mean the children aren't falling asleep?"

Somewhere in Asia high up and hidden within a mountain, the palace of Punjam Hy Loo buzzed with the energy of thousands of tiny azure coloured fairies.

Toothiana, the ruler of Tooth Palace flitted about at the center of the commotion. Her gossamer wings never missed a beat as she barked out orders between hearing reports. She was a very busy spirit and she'd be damned if a minor bout of insomnia was going to stop her from collecting teeth and harvesting happy memories.

Finally, after hearing too many repeated accounts of failed tooth collections, she took a moment to gather her thoughts. One baby tooth fairy landed on her finger when it was offered and squeaked the details. Children all over the world were staying up at night. This was making it very difficult for the tooth fairies to gather their memories while they slept. No teeth were coming in from the areas affected, and between the reports Toothiana was hearing and the unwelcome, but familiar feeling of weakness crawling it's way up her feathered body, children were somehow beginning to doubt she existed.

"No...not again." Her face feathers flared out in worry. They had just gotten things back to normal after the fiasco with Pitch Black and his nightmare sand! Now was not the time to deal with another crisis of beliefs.

With a quick flick of her thin wrist, she sent several of her idling fairies back out into the field to try again. A single rectrix feather fell from the Tooth Fairy Queen's elegant rainbow tail and descended in spiraling arcs to the polished golden floor below. It was a sign. Her mauve crystal eyes widened as she watched such a small part of her already begin to disintegrate. "How many children are we talking about, here?"

The globe that North had at the pole dwarfed Tooth's version here at the Palace, but the sizeable, spherical map was impressive still, looming above the floor of the center chamber like a beacon of hope. That beacon appeared to be weakening by the moment. Several of the tiny glowing lights had gone out or were flickering. Each of those represented a child somewhere in the area.

"Something's not right. How could all of Asia be affected by sleeplessness? It's not like they're having nightmares that wake them up, right? What's keeping them awake, little one?" The fairy that accompanied her responded with a heavy-hearted coo and pressed her tiny hands to one of the flickering lights, willing it to steady. It did not.

_ I wonder if Sandy knows what's happening, _Tooth anyone would notice a change in the children of the world's sleeping patterns it would be him.

"Take over for me, little one!"

In an instant the Fairy Queen was gone, leaving the baby tooth alone in the room with the globe of flickering lights.

* * *

Jack was left to his own devices, which meant he had time to think. Which he had _hoped_ he would be distracted enough to avoid doing today.

Since Jamie and his friends were going to be in school all day (despite the impressive snowstorm he had worked hard to generate) Jack's fun-o-meter was temporarily set to zero. He wandered the town of Burgess, absentmindedly frosting over everything in his path with a gentle tap from his staff. He didn't have to stay in one place, but since becoming an official Guardian, Jack Frost liked to stick around his small group of believers as much as possible. After three hundred years of being invisible it was refreshingly liberating to be acknowledged and he wanted to hang on to that feeling.

Things had quieted down significantly in the last nine months following their big battle with Pitch. Official Guardianship status had Jack hanging out with his small band of kids more and that kept him happy most months, but lately his thoughts had wandered toward Pitch. The Nightmare King: legendary dark rival of the Guardians of Childhood. Bad guy extraordinaire.

Despite Pitch's reputation, Jack had seen the sincerity in the shade's face when their foe had offered him a chance to team up. Before the dark one had shown his cruel side, Pitch had treated Jack as an equal, calling him out on his distaste for what the Guardians did for a living and assuming his neutrality when the two sides opposed.

_Do I feel pity for Pitch…?_ No. That wasn't quite the right word for it. It was hard to pity someone who had the power and ambition Pitch had. Even though the Guardians had defeated the Nightmare King, Jack had a feeling Pitch Black would rise again with another sinister plot after enough recovery time.

No, it wasn't pity Jack felt. Upon hearing Pitch's plea for companionship in Antarctica, the shade's words had haunted him ever since: _"You don't think I know what it's like to long for…a family?"_ A twinge of sadness tugged at Jack's heart. Had Pitch had a family once? Or had he always been alone? Was he chosen to be who he was, the same way the Guardians had been? The same way he had?

And then there was that look of uncertainty and desperation Pitch gave when he realized his own nightmare sand was turning against him in the end….

Was that the first time Pitch had felt fear? Jack didn't know enough about their enemy to know for sure. The Guardians had been specifically vague when it came to details about Pitch Black….

Over the last few months Jack gave up trying to get information out of them. They were always so busy!

Still, there were many things Jack Frost wanted to know about their enemy. He had been so focused on getting his memories back, gaining believers, and finding out who he was inside, that when he'd first met the Nightmare King he had never seized the opportunity to have a serious conversation with him. And -granted Pitch had been in the middle of his hostile takeover- their foe had treated Jack like an equal in the beginning.

The frost spirit's curiosity was definitely _not_ sated, just...on hold.

It had been on hold for too long, it seemed, because now that Jack had some unexpected free time to think he found himself wandering into the same woods he knew Pitch's lair entrance was located.

He still couldn't place exactly what he felt when it came to the Nightmare King, but Jack found himself returning to the now-buried entrance to Pitch's underground lair time and again over the months. Each time he would stand next to the slightly sunken earth and consider breaking the soil and paying Pitch a visit. Each time he thought he might actually have the guts to go down there, Jack would back away, his heart thudding unnaturally in his ears. Perhaps it was residual fear seeping from the dark cavern itself. Or maybe Jack's own resentment for what the Nightmare King had tried to do to his friends and the children of the world made him stop in his tracks each time.

And yet…

Jack slammed his staff down into the snow-covered ground. A powerful gust of wind blew out from beneath it in all directions, effectively scattering the thick blanket of snow away from the area in a five-meter radius. The wind revealed the indented break in the ground Jack was looking for.

He tested out the dirt with the ball of his foot. It was frozen solid. Slivers of the ramshackle bed frame that had stood above the entrance at one time poked out from the ground here and there. The wooden pieces were a glum reminder that the Nightmare King had been returned to his place under the metaphorical bed. Bunnymund had said that was where Pitch belonged. Jack wasn't so sure it had to be that way.

With a thought and a slight squeeze of his hand, the frost spirit laid a thick layer of ice over his staff. He then used the thin branch like a spear to stab at the frozen dirt until it cracked and caved in revealing the cavern entrance once more. A slight gust of warm air emerged from the opening in a quiet howl.

That twinge of fear came back suddenly. It seized his stomach in a knot and sent his heart racing again. The Spirit of Fun took an instinctive step back from the hole. _No, I'm going to do it this time, damnit. _Clutching his source of power tightly in one hand, Jack leapt down into the darkness.


	2. Chapter 2

Chapter 2

* * *

The first thing Jack noticed as he dropped down into the dark tunnel was the knot of anxiety in his stomach intensifying as he descended. The second thing he noticed as his bare feet landed on the cool stone at the bottom was that the ground was a lot more uneven than he remembered. The tunnel slanted steeply away at the base and Jack pitched forward unexpectedly when he touched down. "Whoa!"

Gratefully, what must have been a stalagmite growing up from the bedrock stopped his awkward flail and he clung to it, breathing hard. _Calm down, _hetold himself._ You just didn't expect that. Everything's ooookay._

It the tunnel was ill-lighted, which really didn't help the nervous thudding in his ears any, so Jack used his staff to cast a blue glow on the path before him. Silence clung to the walls of this place like moss. Jack took a deep breath and carefully tip toed his way to the mouth of the tunnel. _Why did I think this was a good idea again?_ His every nerve was on end here.

Pitch's lair was bigger than he remembered. It loomed before him a vast labyrinth of fractional bridges, twisted staircases and giant pillars carved into walls of stone. Jack had a sense he was standing in a post-apocalyptic vision of Venice, Spain even now. He knew the lair was deep underground and the tunnels branched out, but it didn't seem plausible that it connected _that_ far across the globe.

And then there were the giant cages made of rustic metal and mahogany wood hanging from the cavern's ceiling. It was a relief to see the ominous cells void of prisoners this time around.

"Hello…?" The frost spirit's voice echoed weakly in the large space. No answer. "Pitch?" Nothing. Jack floated up a few levels and landed on one of the bridges to nowhere, his staff at the ready incase the Nightmare King wasn't in the mood to chat. Alert blue eyes scanned the walls and corners for any moving shadows that might tell him he wasn't alone. Still nothing. The place was a mausoleum. There was no current of air to swing a cage, no shifting of nightmares in the shadows, and no discernable sounds save for the occasional dripping of mineral water from above….

"Pitch? You down here?" Jack tried calling out again as he leapt about the Nightmare King's cavern freezing the walls and stairs with his staff as he passed them just because. "I guess I expected you to be here when I came to visit…" he said more to himself now than Pitch. As expected, a response came in the form of silence.

The frost spirit huffed out a breath of disappointment and sat down on the ledge of the highest bridge letting his feet dangle over the edge. Well there went his opportunity to sate his curiosity about Pitch Black. He tapped the brick absentmindedly with the butt of his staff and coated it with ice, which formulated into large hanging icicles below him. _This place could really do with a makeover_. He mused.

It occurred to him then that the Nightmare King hadn't really been trapped down here all these months; that he was probably out collecting fear as he always had. He could just be flying under the radar. That, or something bad had happened to Pitch when his nightmares attacked him and—

The anxiety Jack Frost felt when he first came in had dissipated by now and was replaced-strangely enough-with a pang of empathy and something akin to worry. _Wait. Why am I worrying about Pitch Black? _ _Let's put a stop to that emotion right now._ He chastised himself. The last thing he needed was to make up scenarios based on his own wild imagination. He'd come down here for facts.

"If you're wondering why I came down here after so long, I thought maybe we could talk. You know, instead of….fight." He looked over his shoulder just in case. Pitch did like to sneak up on people. He was damned good at it too. Still no Nightmare King.

Jack sighed and pushed off the bridge, free falling twenty or so meters before touching down atop Pitch's version of the Globe at the center of the lair. The tiny lights on the metal continents stood out in the darkness, strong and unwavering. Jack smiled and ran a finger over a few of them before heading back to the tunnel entrance he'd come from. Pitch would have to return to his underground lair sometime, right? And when he did, Jack would be here to try again.

* * *

**Somewhere in Russia**

The child was already falling into a giant cereal bowl full of hungry leeches by the time Sandman realized he had created a nightmare.

The slimy black creatures were thrashing about in the oversized bowl. They snapped at the air and each other with suckers filled with razor sharp teeth. The boy screamed as he fell head first toward the bowl his eyes wide with fear.

Sandman quickly dusted the bad dream with enough golden Dreamsand to transform the hideous parasites into bed-sized marshmallows, on which the boy landed safely and bounced several times before coming to rest on the squishy cereal chunks. The boy wiped his face with his pajama sleeves and blinked a few times before giggling at the giant rainbow marshmallows all around him.

Sandman drew in a deep breath of relief and pulled out of the dream as soon as the little boy's fear dissipated.

Back in the real world, the Guardian of Sleep and Dreams hovered over the sleeping boy's bed and watched the simplified version of the new happy dream play out above his head. The Dreamsand shone golden and bright, depicting the little boy jumping happily from marshmallow to marshmallow like he would a trampoline. Sandman smiled down at the boy and left him to sleep when he was satisfied all was well again.

What had happened just now? Sandy wasn't certain. But he suspected it had something to do with the pain in his shoulder blade. He reached back to touch the place where the Nightmare King had pierced him with an arrow of his own twisted black nightmare sand so many months ago. Sandy could handle the accompanying pain of the wound even now, as it usually subsided quickly when he shifted the sand of his body, but the fear that flared up with it was always unexpected. It had the power to randomly turn his Dreamsand into nightmare sand, and it wasn't the first time it had happened since Pitch had shot him. Tonight had been the worst case of his sand disobeying him yet….

Sandman rode a golden cloud back up into the sky where he could once again survey his streams of Dreamsand as they touched down over sleeping children everywhere. He would make extra sure the nightmare flare ups would not happen again tonight.

The clouds above the small Russian town parted to reveal the brightest moon Sandy had seen in a long time. He bathed in it's glow and heard the reassuring voice of the Man in the Moon tell him he was doing a good job of watching over the children. Sandy wanted to believe his old friend, but the residual fear he'd been tainted with tugged at his conscience and he knew he would have to tell the Guardians about his problem eventually.

"Sanderson." A feminine voice approached him from the southern sky. Sandman turned to find Toothiana land gracefully on his cloud. Her gossamer wings paused their otherwise constant fluttering as she touched down for a rest.

Sandy formed an exclamation mark followed by a question mark above his head upon seeing her so unexpectedly. She put a small, feathered hand on his shoulder and caught her breath. "The children, they're not sleeping. I can't collect their teeth because they are all awake at night when my fairies come. Have you noticed anything?"

Sandy shook his head no. He hadn't noticed anything beyond his own struggle to keep his Dreamsand in check, honestly. But he was never one to back down from an adventure and Tooth knew she could count on his help.

"Come with me? I'd really like to get things back to normal as soon as possible. You know me, always go, go, go." She rose up from the cloud, reenergized by their brief one-sided conversation. Sandman nodded, fashioned a pair of sandy goggles over his eyes and formed a makeshift dragon beneath himself. Together the two Guardians flew off to solve the mystery of the sleepless children.

* * *

As it turned out, the insomnia plaguing youth in the Eastern countries had spread to some of the more Western ones as well. Tooth and Sandy had spent much of the night following the Mini Teeth fairies around Europe and curing the sleep-deprived children they pointed out. Each time a child sat awake in their room Sandy would make a game out of sabotaging them with a snowball of golden sand. (He had picked up a few tricks from Jack Frost apparently.) The sand would knock them out before they noticed the fairies enter the room and slip beneath their pillows for their teeth.

Together, the Guardians and Mini Teeth gathered most of the childhood memories they had missed in only a few short hours. Still, there were children who had given up believing in the Tooth Fairy when they realized she had never come to pay them a visit, and Tooth felt the pinch of her failure at the end of their rounds.

"We weren't fast enough. We were too late and I let them down…." Toothiana held a box of teeth in her hands and kneeled on the rooftop of one suburban townhouse. There was an empty space left in the otherwise full container of tiny teeth.

Sandman joined her on the rooftop. He sat next to her with legs crossed and a look of concern reflected in his yellow-eyed gaze. She was always so hard on herself….

He flashed images of several teeth and pillows above his head, indicating there would be more opportunities to collect teeth from the children who had lost faith this time around.

The baby teeth that joined them squeaked their agreement with the Guardian of Dreams and buzzed around their Queen reassuringly.

Tooth smiled at her friends and looked to the positive side of things, "Thank you for all your help, everyone. We did great tonight." She tucked the tooth box in her side satchel and said to Sandy, "I think we can handle it from here. You've been a big help in getting the kids to sleep again. I don't know what we would have done if—"

She paused, crystal eyes wide with some secret knowledge.

Sandy and the Minis waited patiently for her to finish her train of thought. It seemed her train of thought had completely fallen off the tracks because she took off like a shot in the direction of a four-story apartment building a few blocks away and disappeared through an open window. Sandy exchanged looks with the fairies before hopping on his cloud to investigate whatever it was that had yanked Tooth from them so suddenly.

"What _is _that?!"

Sandy heard the Fairy Queen shriek from inside the building. There, at the foot of the bed of a little girl no older than six lingered the creepiest looking woman-creature they had ever laid eyes on. The figure was humanoid, but her arms were freakishly disproportionate to her body as though they had been stretched twice their length by the use of some kind of medieval torture device. Her hair was long and dark and disheveled, and it covered most of her pale face, shoulders and torso. The freakish figure was thin and dressed in ragged jeans and a white long-sleeved shirt that really wasn't white anymore. It could have been littered with dirt or bloodstains, Tooth couldn't tell which. In short, this creature in front of them very well could have crawled straight out of a Japanese horror film. It was a good thing that spirits did not need to sleep on a regular basis because Toothiana knew she would not be sleeping anytime soon. The Mini Teeth that followed them into the room dove into her feathers out of fright.

The woman-creature's freakishly long arms were stretched across the length of the bed and vein-spoiled hands held the little girl fast by the sides of her head.

When Tooth entered the room the creepy woman's neck had snapped to the window. Bloodshot eyes locked on the large fairy and the figure released her hold on the child, retracting her arms from the small body in surprise. She seemed to consider whether or not to attack Toothiana with them when the Sandman appeared at her side.

That was the woman-creature's cue to leave. She did so just as Sandy lashed out at her with a glowing sand whip. She seemed to dissolve into her own hair before the weapon cracked down on it and the hair fell to the floor with a sickening plop and melted into the floorboards.

Tooth stayed where she was by the window, hugging herself and not blinking. Sandy reached down to pick up the remaining strands of dark hair from the floor. There was nothing unusual about the hair, except that the rest of it had just disappeared in front of their eyes. The ability to teleport from one place to another through magical means was a trait of powerful ghouls and spirits, to be sure. Whoever they had just encountered was not normal on any level.

"She's awake."

Tooth was right. The little girl was lying in bed clinging to her blankets. Her big brown eyes stared blankly at the ceiling. Dark circles appeared beneath them like she hadn't slept in days.

Sandy and Tooth hovered over the bed hoping to elicit some reaction out of the small believer. "Hello, little one. It's okay now." Tooth soothed, in a calming voice.

The little girl didn't seem to register them at all. There was no recognition, no flutter of eyelashes, no look of relief on that innocent face staring blankly ahead. Her cheeks were wet however, and Tooth flinched at the sight of someone so precious crying.

"Oh no, she—she doesn't see us. I could feel something was wrong from the rooftop…."

The Guardian of Sleep pressed a granular palm across the child's forehead and willed her back to the land of dreams. He felt her relax into the pillow once more.

A feeling of renewal filled Sandman then. It was slight -barely noticeable even- but this one child's dreaming had given him back some of the strength he hadn't noticed was missing. It had been happening all night. Each time his Dreamsand sent another affected child back to sleep a part of the Guardian had been rejuvenated. Sandy considered how distracted with his own problems he had to have been to not notice what Tooth clearly had.

"Well, I think we found what has been keeping the kids awake." Tooth tucked the little girl's hair behind her ear lovingly and wiped her wet cheeks.

How long had that creepy woman been attacking children like this? Not being able to sleep at night tested the kids' faith in the Sandman's existence as well as prevented Tooth from collecting their memories in time.

Another bright feather fell to the floor. One of the fairies flew down to collect it. She tried in vain to push it back into Tooth's shoulder where it had come from. The Fairy Queen nuzzled her helper appreciatively then shooed her away again. The tiny fairy squeaked, hugged the feather protectively and joined her sisters near the window with it.

Sandy held up the hair he'd collected from the floor and flashed a magnifying glass above his head.

"You think we should go after that _thing_?" Tooth didn't like that idea. Especially considering the look of the long-armed woman still gave her the chills. And that hair-!

Sandy pressed a fist into his palm with a stern look on his usually friendly face. They had found the culprit spreading the sleeplessness in children and it was his job to go after this new threat. The Man in the Moon had chosen them for a reason and Sanderson Mansnoozie was not about to let him down.

The Fairy Queen recognized determination in the little man when she saw it. "Okay, let me get a couple things, first."


	3. Chapter 3

Chapter 3

* * *

**Burgess**

It was about time school had ended, because Jack Frost was _bored_. After his plans to hang out with Jamie failed this morning and his botched 'talk' with the Nightmare King fell through the Frost spirit had wandered the countryside causing snowfall records to soar. He chased a few animals around the woods and even tried to misalign some flocks of Canadian Geese that flew overhead in attempt to avoid his blustery weather. As it turned out, geese could be pretty intimidating, even in the air.

And now Jack was back in his little town of Burgess waiting for the kids to round the corner on their way home like they usually did.

Tip toeing along the tops of snow covered picket fences just to see if he could balance on the hidden posts kept him busy for a whole five minutes before he spotted Jamie and the gang. Monty, Caleb and Claude were arguing about something and Cupcake was laughing at them. Jamie and Pippa were lagging behind them a few steps talking in hushed tones. Pippa looked depressed.

Jack hid behind his fence as soon as he spotted them and sabotaged her with a snowball. It caught the poor girl in between the eyes and knocked her on her butt. "Hey!" Jamie exclaimed, helping her up, "Who threw that?"

Six sets of eager eyes scanned the area for any sign of their new friend Jack Frost; the obvious suspect. Jack graced them with his presence, but only after sending a big gust of wind through the neighborhood, which, in turn, sent cascades of swirling snow crystals all around them.

"Whoa!"

"Awesome!"

"He's here!"

"YESSSS!"

Jack floated down dramatically amongst the spiraling snow, staff in hand. The kids cheered. Pippa smiled shyly at the handsome frost spirit who had pelted her with a snowball a moment earlier. "Oh it's just you."

Jack feigned offense to that, "Oh, it's _just _me?" But he was grinning impishly.

Cupcake bunched up some snow and threw it at Jack, laughing. Jack dodged the attack and swept the head of his staff through the snow, creating plenty of perfect snowballs to supply them for the inevitable snow fight they were about to have for the next half hour or so. It was times like these the Guardian of Fun wished would never come to an end.

Jamie bid the group farewell when he noticed the time that had passed and Jack caught up to him as he ran home still smiling from all the fun they just had. The Frost spirit floated alongside him effortlessly, one hand in his blue hoodie as the boy tried to race him. "Oh you think so, eh?" Jack chided, "I raced the _Easter Bunny_, okay? You don't stand a _chance_!"

Jamie tried anyway, his backpack slapping against his back loudly until finally he slid to a stop in front of his house, panting. Jack was already relaxing on the steps waiting for him.

Jamie grinned, "Cheater. I wish I could fly."

"Yeah, it's pretty awesome." Jack admitted, moving his legs so the eleven-year-old could get up the stairs.

"Mom! I'm home!"

An incoherent reply floated out from the open front door where Jamie tossed his backpack, hat and gloves. To Jack's grateful surprise, Jamie sat down on the top step next to him and flopped backward onto the porch's surface with a contented sigh. He let the air escape his lips with a humorous _I'm-so-exhausted_ sound. Jack chuckled and leaned he head back against the wooden rail. "How did your study session go?"

"My friend went home sick."

"Oh. Well that sucks."

"Yeah. It was weird though," Jamie stared up at the porch ceiling intently, "he wasn't acting like himself. He's usually so happy."

Jack nudged him, "You did say he was sick."

Jamie sat up, his snowsuit crinkling as he did so, "Yeah I guess. You know he wouldn't even look up from the ground, though. It was just weird. I hope I don't catch whatever he has."

"I'm sure you will." Jack joked.

Jamie laughed, "Gee thanks." The two friends sat like that for a few moments, each lost in their own thoughts, simply content to be in each other's company. When they did say something finally, both boys did so at the same time.

"What ever happened to the Boogeyman?"

"So what are you up to this weekend?"

They laughed. Jack let Jamie repeat himself before he answered him. "I don't know," he answered truthfully, "I tried to talk to him today and he wasn't home."

Jamie squeaked his boot into the snow on the steps, making a rounded pattern with his toe. "Where do you think he went?"

Jack shook his head thoughtfully, watching the snowflakes fall around them. "I have no idea."

"What made you want to visit him?"

"He said something to me once, and it was so out of character for him to say it that I can't get it out of my head. I guess I just wanted to find out what he meant."

"Do you think he could ever be a good guy? I mean, if he stopped being so scary."

Jack blinked at the suggestion, "I don't know, buddy." It was definitely an unlikely concept.

Jamie took off a glove to wipe at his dripping nose with a crumpled up tissue from his pocket. "Why don't you ask him when he gets back?" His voice muffled through the tissue.

Jamie's mother appeared at the front door. "Jamie, you're going to catch a cold sitting out here. Come inside now. Dinner's ready."

Jamie gave Jack a regretful look before answering her over his shoulder, "Okay. Be in in a minute."

When the door closed once more Jamie's buoyant brown eyes returned to Jack, "You should ask him."

"We'll see what happens." Jack ruffled his chestnut head of hair and floated down off the steps, "You'd better get inside, kiddo."

Jamie obeyed, but that didn't stop him from yelling out one last time through the screen door as the frost spirit started off, "Don't forget to ask him!"

* * *

Bunnymund noticed something sinister was happening to children everywhere long before he arrived in Ontario, Canada to find the source. He could feel it there in his core, a weakness building ever so steadily. The Pooka knew disbelief was the cause and he wanted to put a stop to it long before spring hit and he had to prepare his eggs.

Pitch Black had been the source of the trouble last time the children had stopped believing in the Easter Bunny. Pitch was probably the source of _this_ too. Less than a year had passed, so it was unlikely the Nightmare King had recovered fully from his last defeat, but Bunnymund wouldn't put anything past that bloke. The Spirit of Hope's nose scrunched in contempt as he sprinted through a series of rabbit holes leading to the Northern country. The little lights on his stone Globe back in the Warren had been flickering all over Asia, Russia, and more recently Europe. Now the children closer to home were being affected by whatever this was and Bunny decided now was the time to investigate. The large wave of flickering crossing the Canadian boarder, told him whatever –or _whoever_- was causing this had to be at the forefront of the wave. And so the bunny spirit raced through a labyrinth of greenery and rock to find the culprit.

Seeing as it was December in Canada, the six-foot-tall bunny found cold, white fluffiness waiting for him at the end of his tunnel. He burst through it and was immediately greeted by a cloudless sky and negative thirty-degree (Celsius) winds. He fought the urge to flee back to his warm underground refuge and bounded for the nearest human house in the area.

The street was void of citizens for the most part due to the extreme cold weather, bunny guessed. The odd car or truck passed, the smoke from its exhaust milling into the air in highly visible puffs. The Guardian of Hope approached a nearby home and peaked in through the living room window. A family was inside having dinner. A man, woman and two children sat at the dinner table. Nothing out of the ordinary here. Unless you noticed the bags under the family's eyes and the fact that no one was speaking to each other…. Bunny frowned.

The next few households held similar scenarios. People shuffling about, not really conversing or laughing or smiling at one another. Bunnymund got a real sense of sadness and boredom in the air here and the weight of it seemed to desolate the town on an invisible level.

A playful shriek followed by laughter caught the Guardian's attention and he gratefully turned away from his latest window, ears perked. It was refreshing to here something positive in this place! He hopped over to where the commotion was taking place and peered around a large tree trunk into a yard a few houses away, nose twitching.

Three children in full body snowsuits were playing tag in the yard, using snowballs to tag each other. They had built a series of makeshift barriers out of snow, which they used for cover. The Easter Bunny's bright green eyes softened at the sight. _That's what winter is about._

Then the spikes hit them. Two of the children stopped laughing. Snowballs tumbled forgotten from their mittens. The one little girl left giggling, pushed her brother over. He slumped to the ground yelling, "Don't!" before getting up and leaving for the house. His mannerism had done a three-sixty in a matter of a few seconds, leaving the little girl confused. "What's wrong, Milo?" She shouted after him.

Bunny jumped out from behind the tree, every inch of him on full alert. The spike embedded in Milo's back was emitting a grey smoke…

The other boy was sitting in the snow now, looking depressed. He too had been skewered by one of the invisible smoking weapons. Who would dare-? Bunny pulled out a boomerang from his shoulder sling and jumped out to protect the remaining child from any more attacks.

On cue, the next smoking stick flew through the air to claim its target. Bunnymund's instincts told him to attack the attacker first and ask questions later. He let loose his boomerang and sliced through the figure of smoke in the distance at the same time he caught the spike mid air.

When he landed, however he almost did so on top of the little girl. He faltered, still holding the spike in his paw and tripped over her to prevent squishing her beneath his body. She stared up at him with wide eyes of adoration. "A bunny?"

Bunnymund recovered and scanned the area for the smoking figure. His boomerang had returned to him. It laid idol in the snow a few feet away. The little girl pulled it out and handed it to him, tugging on his leg fur for attention. "Is this yours?" She asked, starry eyed.

"Yeah, thanks, Little Roo," he said absent-mindedly, still unable to locate her attacker. _That piker's left early. _He snorted. It was a shame he hadn't stuck around to fight, Bunny was in the mood to kick his ethereal butt.

The Guardian looked down at the spike in his hand. It was solid enough to the touch. It was also smoking, but not hot. Bunny narrowed his eyes at the weapon he'd never seen before, reaching down to accept his Boomerang from the little girl with his other hand.

"Can I name you Thumper?" She buried her face in his leg fur and smooshed it around in the softness, giggling as she did so. The Easter Bunny's mouth pulled up in a smirk at that, realizing she didn't know him for what he was, even though she believed in him enough to see and touch him. "I have a name, Sheila. And I'll see you again in the springtime. I'll be bringing eggs with me."

She puzzled his words in her mind and when she put the pieces together and realized who he was, she pulled her face out of his fur with a gasp. "Easter bunny!"

The shadow spike dissolved out of his hand, apparently unable to keep form without its master nearby to maintain it. Bunny frowned at the loss of the only proof of his encounter with the mysterious figure.

The little boy still sitting in the snow began to sob and the girl let go of her new friend to comfort him, "What's wrong?" He didn't answer her, he just stared blankly at the snow, his eyes pooling and swelling over with tears. Every once in a while he would hick. Bunnymund bent down to pick up the boy but he was surprised when his arms passed right through the child's small frame like a ghost. Shocked, Bunny backed away looking at his hands. "He doesn't see me…." The boy didn't appear to be much older than seven. It was unusual for someone so young to have given up believing in the Easter Bunny. Suddenly that weakness that spurred the Guardian of Hope to act was weighing a little heavier on his soul. It was unsettling how much a single child's disbelief affected him.

"I can't wait to see you wither away when _no one cares _about Easter anymore."

Bunnymund whirled to face the callous male voice behind him. He positioned himself between the smoky figure and the children and pulled out a second boomerang. "Let's put your money where your mouth is." The Pooka challenged, letting his weapons fly.

The figure hadn't yet materialized fully so the boomerangs cut fruitlessly through his wispy form much to the Guardian's disappointment. The smoke poofed into existence off to the right and Bunnymund caught his boomerangs and hurled them back at it. Again they missed their target. The figure was teleporting all around him now and it was beginning to piss him off.

"Afraid I'll cut you up, mate? Why don't you stop playing games and face me." Bunny growled, keeping one eye on the children he was protecting as he scoured the surrounding trees and bushes for the elusive vapor.

"I'm not afraid of you."

Without warning, the smoky figure materialized a foot's distance from Bunnymund's nose, giving the Pooka a good look at his average features. Medium length brown hair, dull brown eyes, thin lips, pale skin, no discernable marks or scars; In fact, the foe appeared in every respect to be an everyday teenager, complete with a bored expression on his smug face. The Guardian hopped back a step, startled by their close proximity.

"But I _am_ playing for keeps." Twin brown eyes looked Bunny over presumptuously before disappearing again into a grey swirling mass. Bunnymund grabbed at the teen as he dematerialized. A frustrated snarl escaped the Guardian's lips.

"Don't worry, I won't keep you waiting long."

This time a boomerang clipped the foe in the side of the head as he solidified a few meters away. He clutched his head in pain and teleported again as the weapon swept around and came back for him.

"Keep talking, mate. It'll only make you easier to locate." The Guardian chided, happy to have finally landed a hit.

Ripping fur out of the tail of the Guardian of Hope was not something many spirits good or bad had ever considered doing. Which is why the act itself sent Bunnymund a couple of meters in the air when he felt it. The Pooka whirled in horror at the blatant assault on his rear and stumbled slightly on account of the after affects of being touched by the enemy. The numbness spread from his tail down his legs and up his back like a slow motion lightning strike.

The culprit held up the tuff of grey and white hair he'd stolen. His thin teenaged lips turned up slightly in a halfhearted grin. "_Bye, bye, bunny_."

He reached down to stab a spike into the little girl the Guardian had left unprotected in favor of hitting his target. The child didn't see the villain standing next to her. She was looking up at the Easter Bunny with innocently perplexed eyes. She had only seen him attack the empty air the entire time.

The wonder in those youthful irises faded as soon as the spike hit her. Its draining effect stripped her of childhood positivity and she joined her companion in the snow, crying into her mittens.

"Why you-!"

"Good job protecting the children, by the way. I'm surprised you've been around this long, really."

Bunnymund lunged at him, every nerve yelling for him to strangle the little bastard, but once again the Guardian of Hope was rewarded with nothing more than a poof of smoke.


	4. Chapter 4

Chapter 4

* * *

~~Theme song to scene: "Forgotten September" by Two Steps from Hell~~

* * *

Jack returned to Pitch's lair again that night. He told himself he could wait another day, but now that he had psyched himself up enough to go down there once after so many months he found he couldn't wait that long to do it again. This time the residual fear that greeted him as he approached the entrance was not nearly as gripping as before. The frost spirit pulled his hood up, set his jaw in determination, and hopped down into the darkness. He made a point of not tripping at the bottom this time.

"Pitch?"

Wouldn't it be great if the Shadow King actually came out of the shadows when he called his name this time?

"Pitch, it's Jack. I thought we could talk."

Silence. The cavern at the end of the tunnel loomed just as it always had, still, dark and majestic.

"Come on…where _are_ you?" Had the Nightmare King actually abandoned his shadowy palace after their last battle? Or did the nightmares do something to him when they turned against him…? Jack considered if the nightmare sand could continue to exist without its master, and the thought stopped him in his tracks. There was no sign of the nightmares. No stomping of hooves, or terrifying snorting or even the soft hiss of shifting sand here in the lair…. His heart began to beat quickly now with a confusing sense of loss.

Why on earth was he so anxious? Pitch was in all likelihood, doing just fine. In fact, the Nightmare King was probably still mad about their last encounter.

So why was the fact that Pitch hadn't shown himself yet unnerving Jack more than if he _had_ come out of the shadows? Having his foe taunt and confuse him upon arrival seemed like a better response than all this silence.

Jack stirred up a warm wind out of the stale air of the cavern and flew up to the highest level. Orange sunlight actually reached down through the cracks in the stone ceiling and allowed for some limited visibility from his vantage point. The sun would set soon he knew, and he would have to rely on his staff for alternate lighting if he stayed too long.

"Sometimes I think about what you said to me back then." Jack monologued, hopping onto the ledge of the stone bridge and walking across it carefully, one foot in front of the other. He used his staff as a counter balance as he talked to the empty shadows.

"…About knowing what it's like not to be believed in. Well, I _still_ know what that feels like, Pitch. Sure, I have Jamie and his friends right now, and having a few believers is invigorating, to say the least, but I can still feel this…" he paused to put a hand to his chest, "…_void. _Almost like it's not enough." He waited for an answer that wouldn't come.

Somewhere in the distance a bat screeched restlessly.

"I guess what I'm saying is that even though I'm a Guardian now and we're supposed to be enemies, I haven't forgotten what it feels like to be alone." As he said the words, snow began to fall inexplicably from the cavern ceiling, a subconscious reflection of his solemn mood.

_'We don't have to be alone, Jack.' Isn't that what you said? _

"If you_ are_ here and you just don't want to see me, I'll leave you alone," he told the shadows honestly. Ice blue eyes drifted down to the cavern floor despondently, "But I won't know if you don't-"

Something caught his eye. A word appeared to be etched into the stone at the bottom of the cavern and Jack let himself fall from the bridge toward it for a better view. The letters C, O, and L stuck out from beneath scattered dirt; each letter was at least as big as he was. How had he missed this his first visit?

He touched down on the lowermost landing and looked back up at the level above. He had mistaken the level where Pitch's globe was situated for the bottom of the cavern. He had missed the giant letters the first time around because you couldn't see them from any other level of the lair except from that exact spot at the very top. Or by floating down from it.

Jack called the air around him and used it to sweep away the dirt from the rest of the word. The dirt pushed away obediently in dark swirls, and Jack realized with a start that the dirt wasn't dirt at all, but black sand. _Nightmare sand. _There was so much of it! He continued pushing it aside as he walked from one letter to the other until he revealed several more letters scratched into the floor in the same manner. He pulled his hood down as he read the words out loud.

"Cold…And…." His breath hitched.

_"What goes together better than cold and dark?" _Pitch had asked him back in Antarctica.

The sand around him ceased its swirling as his hold on the wind faltered. Some of it made a splash as it dropped down into the water Jack hadn't noticed was there. He hadn't realized it, but he was standing next to the shore of an underground pool.

He bent to trace the recessed letter K of the word 'Dark' with his fingers before he turned away from the haunting message. _Why would he write that?_ Jack couldn't explain how that made him feel if he tried. A knot had formed in his throat without permission and he tried to swallow it down as he approached the still water's edge.

The shoreline felt cool on his bare toes as he sunk his feet down into it. He knelt to examine the sand, letting it drip back into the water through his pale fingers in wet clumps. "What happened here?" The evidence spoke of a messy battle between the nightmares and their master. A battle Jack hoped Pitch had won. Being immortal meant, as Jack understood it, one such as Pitch could not be killed by his creations, but the dark one's absence here was unsettling still. Especially with the remains of the nightmares scattered everywhere like this. More and more questions were surfacing the longer he stayed submerged in Pitch's underground world.

Something akin to grief swelled within the Guardian, and he feared he might not get the chance to see Pitch Black again anytime soon.

Jack took a step onto the water's smooth surface, solidifying it upon contact as he walked. He dipped the head of his staff beneath the water and let it cast a glow across the bottom. Black sand was there too, as far down as his blue glow could penetrate. Ice continued to spread out from his feet with a soft crackling until the entire surface of the considerably large pool was covered. Jack pulled his staff out of the water as it solidified.

It seemed like a good idea at the time, so Jack settled down against the ice, hoping to help clear his head. The sunlight was fading quickly now, the shadows of the cavern becoming more prominent all around him, but the cold felt nice through his sweater and the Guardian of Fun lay back and closed his eyes.

That was when he heard someone descending into the cavern. He wouldn't have noticed them had it not been for the slanted floor of the tunnel that tripped the visitor like it had him the first time around. The distinct sound of a male voice echoed through the tunnels somewhere above and Jack sat up, eyes wide and alert. Whoever it was had taken notice of the snow falling inside the cavern and Jack winced at his own lack of stealth. The voice was calling out for the Nightmare King now.

Someone else was looking for Pitch? Jack pushed off the ice and hid behind a pillar of stone to avoid being seen. He followed the voice as it travelled, making sure to keep out of sight. It wasn't until the visitor reached the first stone staircase that Jack caught a glimpse of him.

_A human?_ Jack frowned.

But the young man ascending the steps was no human. The teen dissipated into a puff of smoke suddenly, causing Jack to blink at the unexpected action and scan the area for him curiously.

The figure reappeared a level above, stepping out from a halo of that same grey smoke out onto the bridge. He called out to Pitch Black again. Jack was about to follow him, when he felt something soft and stringy snake around his ankle and pull him back to earth. "What the-?!" He gasped as his small frame was abruptly slammed to the ground and dragged backward across the stone floor. He flipped over to face whatever it was that had him, eyes wide. The string that held him hostage was in fact the living hair of the freakiest looking woman Jack had ever seen. She peered down at him with glowing bloodshot eyes and reached for his face with a spidery arm. She made a clicking sound as she did so that Jack was sure he'd never forget.

The Guardian instinctively tapped his staff against the length of hair holding him and froze it solid. It shattered as he kicked off the ground just in time to avoid being caught in the fingers of the woman-creature. She clawed the ground where he'd been and howled in disappointment at his escape.

That was enough to draw the attention of the figure of smoke above them. He turned in their direction and grimaced before disappearing in a grey cloud. Jack was hovering in the air, his every fiber pumping with adrenaline. It wasn't every day you were attacked by the lady from The Grudge. Jack recalled watching that horror film through a window once. He had stayed awake for a few weeks afterward, for good reason.

Something whizzed passed the Guardian's head and embedded in the stone next to him with a thunk. Judging by the grey smoke emanating from the spike, it had come from the male figure who had teleported from the upper level and was now directly below him. "Bring him to me!" he ordered his female counterpart.

The creepy woman had started climbing the cavern walls to get at Jack, who recoiled when he was swiped at by that unexpectedly long arm. He ducked behind a hanging stalagmite as another spike ricocheted off the stone a second later. _This is ridiculous! _He thought angrily, _I don't even know these people! _Jack coated his staff with ice and slammed the end of it into the hanging mineral collection sending it crashing to the ground where the man had been before he poofed out of the way.

The woman flung another lock of hair his way. Jack retaliated with a bolt of frost that froze it stiff. The added weight of the frozen hair caused the woman to lose her grip on the wall and she fell back down to the cavern floor, headfirst.

Smoke appeared in the corner of his eye and Jack chased it through a passageway and up the stone steps, his staff at the ready. "Who are you?!" he demanded, freezing the wall when the wisp of smoke dissolved nearby. The smoke reappeared beside him and Jack jumped back, bumping into a pillar. He swung his staff and let loose a layer of ice that coated the floor around him. The ice was unexpected; it caused the smoky figure to lose his footing and he dissipated before he could fall.

"The better question is, what is a nobody like Jack Frost doing in the Den of Nightmares?" The voice snarled from a level above him a moment later. Jack whirled to face it, "Pitch isn't here, if that's why you've come," he fumed. It had been a long time since he'd been attacked by anyone, let alone been insulted at the same time. And how did this guy know who he was?

When the spirit of smoke materialized a few yards away Jack targeted him with his staff, but didn't throw any frost his way. _Yet._

"Well that's disappointing," the enemy sighed. He took a few steps toward the Guardian and eyed the frosty weapon aimed at him with unamused brown eyes. "Where is he?"

"Not here," Jack repeated stubbornly.

The other gave a half-hearted smile and changed tactics, "You come here often?"

"Do _you_?" Jack didn't take his eyes off of him. The pair circled each other.

"Have you met my partner, Insomnia? One kiss from her and I promise you you'll never sleep again." On cue, the creepy spirit called Insomnia shuffled out of the darkness behind Jack, who leapt out of the way before she could grab him with those elongated arms.

"You don't say." The thought of getting anywhere near Insomnia was blood curdling, let alone getting close enough for a kiss. Goose bumps formed up his arms involuntarily. Jack ignored them. He kept both enemies in his sights, but focused on the unnamed smoke spirit who seemed to be the one in charge.

The smoke-wielding teen stepped toward Jack and out into the last remaining ray of orange light in the cavern. As he did so Jack could see he really did look like a regular human teenager: auburn hair and dark eyes, even typical modern day jeans and a t-shirt…. If it weren't for that two-foot long spike forming in his left hand, Jack would have considered him pretty harmless. "Don't even think about it, Smokey," he warned.

"I came here for the Nightmare King and I find you in his den instead." He replied, pausing in the dwindling sunlight, "Thing is, I have important things to do and I'm sort of on a time limit so why don't you tell me where I can find Pitch Black and we will be on our way." It was a tempting offer, but Jack had no idea where Pitch was. Jack tightened his grip on his staff. "I can't help you, sorry."

"I'm not playing games with you, Frost." The teen's voice lowered menacingly.

Jack met his callous tone with sarcasm, "What do you want with the Boogeyman, anyway? You don't have enough friends with that charming personality of yours?"

The brunette sighed impatiently and motioned to Insomnia, who staggered toward Jack from the left, an excited twinkle in her frightening eyes. Jack pointed his staff her way and chuckled, "This your girlfriend?"

"Always making fun." A second smoking spike appeared in his right hand. "I hate fun." The monotonousness of his tone seemed a little off for such a strong declaration.

Jack had to avoid the attacks of both villains simultaneously. He dodged the first spike and the claw-like fingers of Insomnia and leapt into the air, hurling a blast of bright blue at the male figure. The second spike launched at him from a completely different angle and Jack wondered how this enemy could teleport so easily. In his three hundred plus years as a spirit, Jack had only known Pitch Black and North to be able to do so. And North had to use his snow globe creations to transport himself like that. He made a mental note to ask the Guardian of Wonder about teleportation later. If he got out of this alive.

"You hate fun, eh? Well have I got a game for you." Jack couldn't help himself; he breathed life into a snowball in the palm of his hand.

Insomnia was climbing walls again. Jack hovered above her and touched his staff to the stone. Ice snaked down the wall toward her and she lost her grip once more and hopped to another area of stone to try again. Jack pitched his snowball at her. The creepy woman must not have expected that because it caught her square between those red eyes and knocked her back to the ground. "Bull's eye!" Jack whooped and summoned a mini snowstorm in the cavern. If these guys wanted to play rough, Jack was game.

The stale air gathered around him in swirls and Jack used his magic to drop the temperature several degrees. As snow began to thicken around them, the smoke wielding teen hurled another spike at him, this time from above. Jack hit it with his staff. Unexpectedly, the spike exploded upon contact with the frosty weapon. It sent tiny smoking blue shards through the air, forcing Jack to shield himself with his forearm.

The enemy took advantage of his momentary disorientation. Insomnia leapt up at him from a nearby pillar with outstretched arms tearing the frost spirit abruptly from the center of his snowstorm. The woman's grip on the back of his hoodie was firm; he could feel her boney fingers clenching the fabric tightly as they fell. There was no way she was letting him go this time.

Jack pulled free of his sweater, flipping the fabric inside out and off of his back. He realized he would have to let go of his staff to do so, but given the consequences of not relenting… he released the weapon before they both crashed to the ground. Insomnia hit first; her body crumpling against the stone. She still held the frost spirit's clothing in her vice-like grip. The staff clattered next to her.

Jack steadied himself in the air above. He eyed his lost staff warily.

"I had hoped this would go a little quicker, Frost. I don't have time for your antics." The figure of smoke materialized beside Insomnia, who was glaring up at the Guardian in frustration through her dark tresses. They didn't appear to notice he had dropped his weapon. A bonus for him.

"Well you could always leave." Jack suggested crossing his now bare arms in front of him. Snow flurries swirled angrily, reflecting their master's unimpressed mood. The brown-haired teen shielded his eyes from the white flakes that pelted him. "You could always butt out," he suggested in an equally sour tone.

Insomnia jumped at Jack like a hungry dog. To everyone's surprise, her long fingers found the frost spirit's ankle. Jack cried out in surprise as he was yanked unceremoniously from the sky once more. He hit the ground hard enough to see stars. When the stars cleared, they were replaced with a close-up view of sleep-deprived crimson irises and a seriously bad smell. Jack cried out and tried to back away but didn't get far as his wrists and legs were tangled in Insomnia's long hair.

The smoke wielding teen knelt down beside the frost spirit and regarded him coldly. "If you were important, I would take you with me, Frost. I'd like to see you have fun then."

Jack held his gaze defiantly as he struggled in the hair. _You know I have no idea what you're talking about, buddy. _He gripped the dark strands around his wrists and began freezing them over slowly. "Good thing you think I'm unimportant. I wouldn't want to go anywhere with you two," he said instead. Ice slid down the locks silently, changing the black hair white. A glance to his right revealed his staff was almost close enough to reach….

Before the villain could respond, Jack shattered the tangled mess that held him and lunged for his staff. Insomnia howled in surprise.

The Guardian of Fun flipped backward and landed smoothly beside his weapon, picking it up and sending a massive bolt of glowing frost at them. It slammed into stone, splashing ice across the entire area. The enemies split up and Jack took out Insomnia first, concentrating on building a sizeable snow globe around her fleeing form. Ice burst forth from the ground inexplicably in a large arc and encased her fleeing form. She clawed helplessly at the thickening layer as it built up around her like a giant frozen bubble. Her frantic howls were muffled as Jack reinforced the ice walls with a clenching of his hand. "One down…." He scanned the area for the other.

"You were never this talented, Frost. What changed?"

That was a backhanded compliment if he'd ever heard one.

"You ever heard of the Guardians?" Jack stabbed the ground with the end of his staff and sent a shockwave of icy wind outward from it. It hit the spirit of smoke as he was teleporting and it threw him off. The brunette reappeared above a staircase and hit his head on the bottom of one of Pitch's random bridges. The pain of it made him wince and he called up several spikes in the air around him in irritation. He aimed all of the smoking weapons at the Spirit of Fun. "What about them," he growled bitterly, holding his head.

"_I am one._"

Lightning frost collided with smoking arrows as the two opponents flung everything they had at each other. The air detonated with a thunderous crack that sent both boys backward and sent smoking blue sparks showering down all around them.

By the time Jack recovered from the blast he was alone again. Pitch's lair lay blanketed in snow and smoldering shards of smoking ice. The stalagmite he'd knocked down earlier lay demolished in chunks on the stone floor next to Pitch's globe. The snowstorm had ceased, leaving the air calm once more and the small amount of snow that continued to fall fell softly now.

Jack brushed snow and debris from his hair and pushed himself up off the ground.

The giant snow globe he'd created was void of its prisoner as well, it seemed. Jack tapped the ice with his staff a couple of times. It shattered on command revealing what was left of the creature called Insomnia: a small clump of hair. Jack guessed she could teleport as well. It was either that or she turned into a miniature version of herself. He poked the hair with the end of his stick. It was just hair. How much of it did that woman have, exactly? The thought of it regenerating was gross beyond belief.

The Spirit of Fun rubbed his forehead and gave the place a once over. He spied his sweater lying forfeited in amongst the rubble. He pulled it free and shook it out before pulling it back over his bare skin. It was just a hunch, but Jack figured if Pitch did come back he'd not be happy to find his lair in its current state. _If Pitch comes back,_ he reminded himself.

Without consciously thinking about it, Jack returned to the water and the scattered nightmare sand. The force of his wind had shifted the sand around. It covered the letters protectively once more like a guarded secret only he knew.

It was time to talk to North about this little encounter. If the Nightmare King had friends powerful enough to teleport and take him on in a fight, Jack was sure the Guardian of Wonder would want to know about it. How Jack was going to explain being in the Boogeyman's lair was another thing entirely.

* * *

"It seems our plans have changed."

Insomnia rose up through the forest floor beside her pacing counterpart, her slim form reforming from beneath waves of her long hair. Sleepless red eyes followed the brunette, studying his anxious movements with a contrasting patience.

"If Jack Frost is a Guardian, we will need him too," he focused calculating brown eyes on her finally, "We're going to have to get that staff away from him, first." He folded his arms and chewed on his thumbnail in thought. Insomnia could almost hear the gears turning as her partner formed a plan in his head.

"How do you destroy a weapon that can be regenerated by its owner…?" He mused, having heard about Jack Frost's run in with the Nightmare King so many months ago. The story of the Boogeyman's almost rise to power was big news in the spirit world, after all. Apparently breaking the frost spirit's staff was not enough to strip him of his newfound strength.

Insomnia clicked her tongue at him in encouragement, content to follow his lead whatever that might be.

After a time, the teen pulled something out of his pocket and held it up, "Oh yes, it should be almost time to collect this one." He handed the tuff of fur to her. "Try to enjoy yourself." He patted her on the head as she smeared the fur around her face happily.

Insomnia _loved_ bunnies.


End file.
